RIDGEVIEW ASSET MANAGEMENT PARTNERS, LLC

PART 2A Item 1 – Cover Page Ridgeview Asset Management Partners, LLC March 29, 2025 the contents of this Brochure, please contact us by email This brochure provides information about the qualifications and business practices of Ridgeview Asset Management Partners, LLC (“Ridgeview”). If you have any questions about at robinson@ridgeviewasset.com or by telephone at 203-595-5535. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Ridgeview is a registered investment adviser with the SEC. Registration of an investment adviser does not imply any specific level of skill or training. This brochure provides information about Ridgeview to assist you in determining whether to retain Ridgeview. Additional information about Ridgeview is available on the SEC’s website at www.adviserinfo.sec.gov by searching for our firm name or by our CRD #283786. Ridgeview Asset Management Partners, LLC 60 Long Ridge Road, Suite 306 Stamford, CT 06902 Phone: 203-595-5535 www.ridgeviewasset.com  Item 2 – Material Changes This Brochure has been prepared in connection with Ridgeview’s annual amendment to Form ADV for the fiscal year ending December 31, 2024. Since Ridgeview filed its last Annual amendment to Form ADV on March 28, 2024, there have been the following material changes made to this Brochure. Material Changes The following summarizes new or revised disclosures based on information previously provided since Ridgeview’s last update on March 28, 2024. Annual Updates: • We updated the information in Item 5. See, Item 5.A., Fees and Compensation. • We have revised and updated our risk factor disclosures set forth in Item 8, Methods of Analysis, Investment Strategies and Risk of Loss. 2  Item 3 – Table of Contents Item 1 – Cover Page .................................................................................................................. 1 Item 2 – Material Changes ........................................................................................................ 2 Item 3 – Table of Contents ........................................................................................................ 3 Item 4 – Advisory Business ...................................................................................................... 4 Item 5 – Fees and Compensation .............................................................................................. 6 Item 6 – Performance-Based Fees and Side-By-Side Management .......................................... 9 Item 7 – Types of Clients ........................................................................................................ 12 Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss ................................. 13 Item 9 – Disciplinary Information ........................................................................................... 16 Item 10 – Other Financial Industry Activities and Affiliations ............................................... 17 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.................................................................................................................................... 18 Item 12 – Brokerage Practices................................................................................................. 20 Item 13 – Review of Accounts ................................................................................................ 23 Item 14 - Client Referrals and Other Compensation ............................................................... 24 Item 15 – Custody ................................................................................................................... 25 Item 16 – Investment Discretion ............................................................................................. 26 Item 17 – Voting Client Securities .......................................................................................... 27 Item 18 – Financial Information .............................................................................................. 28 3  Item 4 – Advisory Business The Firm and its Principal Owners A. General Description of Advisory Business Ridgeview is a Delaware limited liability company which commenced operations in November 2016. Ridgeview is owned by Co-Founders Michael W. Robinson and John W. Watkins. Mr. Robinson serves as the Chief Executive Officer, Chief Investment Officer and Chief Compliance Officer of Ridgeview. Mr. Watkins serves as the Executive Chairman. B. Description of Advisory Services Ridgeview offers customized discretionary investment advisory services to high net worth individuals, families, trusts, foundations, and endowments (referred to herein as “Individual Clients” and each an “Individual Client”) through separately managed accounts (“SMAs”). Ridgeview advises Individual Clients regarding the allocation of their investment portfolio. Ridgeview generally directs its Individual Clients’ assets through rules-based, risk-controlled investment strategies developed after close consultation and review of each Individual Client’s risk profile and financial situation. Individual Client assets are generally allocated to a broad range of global asset classes, which may include, but not be limited to, U.S. and non-U.S. equities, U.S. government, agency, municipal and corporate bonds, money market instruments, commodities, and exchange-traded funds (“ETFs”). Ridgeview may, at its discretion, engage various sub- advisers (“Sub-Adviser”), with an Individual Client’s consent, to implement some of such Individual Client’s SMA asset allocation across different asset classes. Any such Sub-Advisers have discretionary authority to make any such investment decisions within the Individual Client’s SMA. In this instance, Sub-Advisers have the authority to invest in a variety of asset types, including mutual funds, ETFs, individual stocks and bonds, alternative investments, and cash. Ridgeview also provides discretionary investment advisory services to a variety of closed- end private investment real estate funds, fund of funds, and special purpose vehicles formed as Delaware limited partnerships (the “Funds” and each a “Fund” and collectively with the Individual Clients, the “Clients” and each a “Client”) in which both qualified Clients and non-Clients are generally permitted to invest. A more complete description of the investment strategy specific to the Funds is outlined in each Fund’s relevant offering documents. The terms of the advisory relationship between Ridgeview and each Fund, as well as the terms governing an investment in a Fund, are set forth in each Fund’s offering and related documents (the “Offering Documentation”). Ridgeview has ultimate discretion and control over the Funds and their investments. C. Availability of Customized Advisory Services The investment services offered by Ridgeview with respect to any Individual Client are subject to the terms and conditions set forth in the SMA with such Individual Client. 4  Ridgeview works with each of its Individual Clients to evaluate their financial goals and objectives and their risk tolerance to recommend an allocation Ridgeview believes is appropriate for each Individual Client. Each Individual Client portfolio is customized based on each Individual Client’s risk/return profile and financial goals and objectives. Individual Clients may impose restrictions on investing in certain securities or types of securities. The investment services offered by Ridgeview with respect to a Fund are set forth in the applicable Offering Documentation. Investors in a Fund generally cannot impose restrictions on the types of securities or investments that are made on such Fund’s behalf. D. Wrap Fee Programs Ridgeview does not currently offer wrap fee programs. E. Assets Under Management As of December 31, 2024, Ridgeview manages $321,479,242 on a discretionary basis on behalf of its Clients. Ridgeview does not manage any assets on a non-discretionary basis. 5  Item 5 – Fees and Compensation A. Advisory Fees and Compensation Individual Clients Ridgeview charges Individual Clients an asset-based management fee based on the schedule below which includes the cost of portfolio management services, custodial services, and the execution of securities transactions. Management fees are calculated and billed by Ridgeview quarterly in arrears based on the market value of the assets managed by Ridgeview in an SMA as of the last business day of each calendar quarter (the “Calculation Date”). Management fees are deducted from each Individual Client’s account by the custodian generally within fifteen (15) days after the Calculation Date or billed directly as provided in each Individual Client’s management agreement with Ridgeview. Ridgeview ACCOUNT TYPE Fixed Income Taxable Core Equity Institutional/Retirement Annual Fee Up to 0.65% Up to 1.00% Up to 0.65% Individual Clients may negotiate reduced management fees based upon certain criteria such as size, type, and complexity of account; related accounts; anticipated changes in accounts, among other factors. Any Individual Client’s SMA that invests in a Fund managed by Ridgeview will not pay any additional management fees or carry to Ridgeview other than what is set forth in the applicable Ridgeview Fund’s offering documents. As a result, there will be no layering of fees payable to Ridgeview. Any Individual client’s SMA that invests in other non- Ridgeview Funds, will pay Ridgeview management fees with respect to those assets. Funds Funds and Fund of Funds: With respect to Fund clients that are closed-end funds and/or fund of funds, Ridgeview receives a management fee based on total capital. Such fees are paid by the applicable Fund to Ridgeview and are ultimately borne by investors in such Fund. The fees applicable to an investor in a Fund are set forth in the applicable Offering Documentation and the subscription documentation relating to such investor. Additionally, affiliates of Ridgeview, Ridgeview GP, LLC, Ridgeview GP II, LLC, Ridgeview GP III, LLC and Ridgeview GP IV, LLC, each general partners of one or more Funds (collectively, the “General Partner”), are also entitled to receive carried interest on any appreciation of the portfolio, subject to a waterfall. Please see Item 6: Performance-Based Fees and Side- By-Side Management for more details. For Clients that are fund of funds, it should be noted that the underlying managers to whom assets are allocated will likely be entitled to receive management fees, incentive- based 6  compensation and/or carried interest distributions (directly and/or through an affiliate), which will be in addition to the management fees and carried interest distributions payable at the Fund level to Ridgeview and the applicable General Partner, respectively. Annual Management Fee Name of Fund Ridgeview Asset Management Opportunity Fund, LP Ridgeview Asset Management Opportunity Fund II, LP Ridgeview Asset Management Real Estate Fund, LP Ridgeview Asset Management Private Credit Fund, LP 2% 2% 1% 1.5% Special Purpose Vehicles: With respect to Fund clients that are special purpose vehicles (or “SPVs”), Ridgeview receives a management fee based on total capital. Such fees are paid by the applicable Fund to Ridgeview and are ultimately borne by investors in such Fund. The fees applicable to an investor in a Fund are set forth in the applicable Offering Documentation and the subscription documentation relating to such investor. Ridgeview waives the management fee for these SPVs. Annual Management Fee Name of SPV Ridgeview DOD SPV LP Ridgeview Arwood SPV LP 1% 1% B. Deduction of Fees Individual Clients: Management fees are deducted from each Individual Client’s account by Ridgeview generally within fifteen (15) days after the Calculation Date or billed directly. Funds: Ridgeview is paid directly by the Funds and not the investors of the Funds, an annual management fee in advance. C. Other Fees and Expenses For Individual Client accounts, there are other costs assessed by third parties and/or Ridgeview. For example, there may be charges imposed directly by a mutual fund or exchange-traded fund in the account (e.g., fund management fees and other fund expenses as disclosed in the prospectus), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer, and electronic fund fees, annual check writing and debit card fees, check stop payment fees, returned check fees, ACH return fees, security transfer, and redemption fees, reorganization processing fees, trade confirmation fees, outgoing account transfer fees, margin extension fees, margin debit interest, IRA annual maintenance fees, IRA termination fees, amounts charged to produce year-end statements and account reports, and other fees and taxes on brokerage accounts and securities transactions. Clients may obtain a schedule of these additional fees by contacting their broker-dealer directly. The Sub-Advisers’ fees for servicing the accounts are included with Ridgeview’s fees as 7  disclosed above in Item 5.A., Advisory Fees and Compensation. As part of its investment management services, Ridgeview will recommend that Clients establish an account with one of its preferred brokers. Client shall pay or provide for all brokerage commissions and other trading costs and fees, underwriting discounts, sales loads, spreads, and other similar charges, and all charges of U.S. Depositories and any custodian and/or other service providers, as described in Item 12. Clients who choose to use another broker- dealer/custodian will be responsible for paying the securities brokerage commissions and transactional costs charged by their broker-dealer/custodian. Fund Clients: Investors of the Funds will incur fees indirectly through their investment in the Funds, which pays investment management fees to Ridgeview as well as other operational expenses, including legal, compliance, accounting (including third-party accounting services), auditing and other professional expenses, organizational expenses, administration fees, and expenses, bank service fees, and other expenses all fees, costs and expenses, if any, incurred in evaluating, negotiating, structuring, acquiring, appraising, financing, custody, settling, holding, developing, disposing of, refinancing or otherwise dealing with actual or proposed investments pursued the Funds (whether or not the Funds actually makes an investment), including any "dead deal" costs, financing, consulting, advisory, legal, due diligence, investment banking, reporting, projections, valuation, tax and accounting expenses, and other fees and out-of-pocket costs related thereto and any insurance, indemnity, or litigation expense. A description of these fees and expenses will be set forth in the applicable Offering Documentation. D. Fees Paid in Advance Ridgeview is paid directly by the Funds and not the investors of the Funds, an annual management fee in advance calculated at a rate listed above per annum of the aggregate amount of each investor’s capital commitment determined as of the first day of such applicable calendar year. The Management fee will be prorated and rebated for any period that is less than a full year and will be adjusted for additional capital commitments, contributions, and withdrawals made during a calendar year. As the investment manager, Ridgeview, in its sole discretion, may reduce or waive or change the Management Fee for any investor or group of investors (including employees, officers, and affiliates of Ridgeview), and may assign the Management fee, in whole or in part, to any person. E. Compensation for Sale of Securities or Other Investment Products Ridgeview does not receive compensation for securities transactions or Sub-Adviser services related to any Client account or any other fees other than the management fees charged for its advisory services. 8  Item 6 – Performance-Based Fees and Side-By-Side Management Performance-Based Fees In addition, each General Partner is eligible to receive carried interest distributions from the beneficial owners of Fund Clients for which such General Partner serves as general partner or manager. Thus, while Ridgeview and its affiliates do not receive performance based compensation directly from the SMAs, Ridgeview will indirectly (through its applicable affiliated General Partner) be entitled to receive carried interest distributions to the extent an SMA invests in a Fund that is subject to carried interest distributions. Carried interest distributions are generally, but not in all instances, taken after a preferred return and a catch up. Side-By-Side Management The Funds and the SPVs may present certain potential conflicts of interest with respect to Ridgeview’s investment management practices, including Ridgeview’s interest in raising funds for the Funds and SPVs and that the Funds and the SPVs provide compensation to Ridgeview based on capital commitments. Notwithstanding this potential conflict and others described below, Ridgeview will only make investment decisions for Clients in good faith and in a manner that is consistent with its fiduciary obligations to its Clients, without regard to the benefits (including compensation) to Ridgeview. Ridgeview and its respective officers, members, managers, employees, and agents are not restricted from forming additional private investment funds, from entering into other investment advisory relationships, or from engaging in other business activities, even though such activities may be in competition with the Funds and/or may involve substantial time and resources of Ridgeview (and their respective affiliates and agents). Ridgeview also may allow certain investors to invest side-by-side with the Funds in connection with certain investments, and Ridgeview may receive fees in connection with such investments. In the event Ridgeview or any of its affiliates decide to engage in such activities in the future, Ridgeview or its respective affiliates, as applicable, will engage in such activities in a manner that is consistent with its fiduciary duties to the Funds. Nevertheless, these activities could be viewed as creating a conflict of interest in that the time and effort of the members of Ridgeview and its officers and employees will not be devoted exclusively to the business of the Funds but will be allocated between the business of the Funds and the management of the monies of other advisees of Ridgeview. Where appropriate, Ridgeview and/or its respective affiliates may co-invest and/or provide co-investment opportunities to investors, a General Partner, or their respective affiliates, or third parties. In the event of a co-investment opportunity, the General Partner will, at its discretion, determine the terms of such co-investment opportunity and whether and in what amounts, investors, the General Partner, Ridgeview, or their respective affiliates, or third parties will be permitted to participate in such co-investment opportunities. Ridgeview may face actual or potential conflicts of interest when allocating investment 9  opportunities among the Funds, any Individual Clients, and other persons. The general policy of Ridgeview is to allocate investment opportunities among its various Clients in a fair and equitable manner based upon, among other things, the investment objectives, guidelines and restrictions, risk profiles, financial condition, and tax status of such Clients. Ridgeview may establish and operate additional investment funds or enter into other investment advisory relationships with other Clients in the future (including Clients who are also investors in the Funds), and such other funds or Clients may be allocated all or part of investment opportunities that would also be appropriate for the Funds. Ridgeview and its affiliates may have differing financial interests, direct or indirect, in the performance of the Funds and other Clients. As a result, Ridgeview may have an incentive to favor other Funds or Clients with regard to the allocation of opportunities or participation in particular investments and with regard to the terms of any transactions among funds or Clients. Ridgeview also may face conflicts between the interests of the Funds and the interests of other Clients and between the interests of different groups of investors in the Funds. Ridgeview provides investment advisory services to Individual Clients through SMAs. In managing each Individual Client’s account, Ridgeview establishes investment objectives and portfolio management guidelines specific to each Individual Client. Potential types of conflicts of interest may arise between or among all Clients. For example, Ridgeview has an incentive to allocate more resources to its largest Clients, who pay Ridgeview the largest fees for similar advisory services compared to other smaller Clients. This is mitigated by Ridgeview’s policies and procedures which are designed to treat the execution of all Client’s trades in an identical fashion. Examples of other conflicts may include but are not limited to the amount of time and investment ideas allocated to each SMA, orders that may not be fully executed on the same day between SMAs, or trades executed in one SMA that may adversely impact the value of securities held by another SMA. Ridgeview executes all its equity trades "mark on close" to ensure equal treatment and minimize any conflicts. In addition to customizing the investment allocation for each Client, Ridgeview has developed allocation procedures for treating each Client in a fair manner. Ridgeview may have an incentive to favor certain accounts over others that may be less lucrative where: (i) the actions taken on behalf of one account may impact other similar or different accounts (e.g., because such accounts have the same or similar investment styles or otherwise compete for investment opportunities, have potentially conflicting investments or investment styles, or have differing abilities to engage in short sales and economically similar transactions); or (ii) Ridgeview and its personnel have differential interests in such accounts (i.e., expose Ridgeview or its related persons to differing potential for gain or loss through differential ownership interests or compensation structures – including circumstances where some accounts pay only asset-based fees while others are subject to performance or incentive fees). To mitigate these conflicts, Ridgeview’s policies and procedures require investment recommendations and decisions to be made in accordance with the fiduciary duties owed to its advisory Client accounts and without consideration of Ridgeview’s (or its personnel’s or affiliates’) pecuniary, investment or other financial interests. Ridgeview seeks to address this potential conflict by following its policies regarding the equitable allocation of investment opportunities and 10  transaction executions among similar-strategy Clients, as applicable. 11  Item 7 – Types of Clients Ridgeview offers its advisory services to high net worth individuals, families, trusts, foundations, endowments, private investment partnerships and/or private investment limited liability companies. Ridgeview’s minimum account size for an SMA is $5 million. Ridgeview’s minimum investment amount in a Fund is $500,000. Ridgeview (or an affiliate) may waive these minimums in its sole discretion. 12  Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss This section of the brochure provides a general overview of the firm’s investment strategies and risk considerations, and detailed information regarding the specific risks of each Fund is provided in the respective private placement memorandum. Please contact us directly to request a copy of the private placement memorandum. international equities, f i x e d Method of Analysis and Investment Strategies Ridgeview employs customized investment advisory services tailored to each Client’s financial objectives and risk tolerance. Portfolios generally include a diversified mix of global asset classes such as U.S. and i n c o m e s e c u r i t i e s ( government, agency, municipal and corporate bonds), money market instruments, commodities, and exchange-traded funds (“ETFs”). Ridgeview may hold legacy positions in certain funds, ETFs, or individual securities positions as an accommodation to Clients. Our investment approach combines empirical and qualitative methods, emphasizing long- term growth, risk management, and cost efficiency. We primarily utilize rules-based, mathematical models complemented by professional oversight. Ridgeview engages third- party sub-advisers, selected for their specialization in particular asset classes, leveraging advanced technology and strategies to optimize performance while managing risks and costs effectively. While we primarily utilize diversified portfolios that include sub-advised strategies, we also purchase or accommodate the purchase of individual securities for certain clients and may continue to hold these positions if it aligns with their investment objectives. Ridgeview utilizes third-party software programs and algorithms to benchmark the performance of broad asset class returns while preserving tax efficiency and the ability to tailor portfolios to individual Clients more precisely. Ridgeview does not seek to beat market-based returns or composite index performance within each asset class through the high-cost selection of individual securities. Ridgeview selects its portfolios based on the expected results of the rules-based investment programs. Risk of Loss Investing in securities involves significant risk, including the potential loss of principal. Ridgeview’s strategies cannot eliminate these risks, and Clients should be prepared for market volatility, and there is no guarantee that Clients will meet their investment goals. Ridgeview seeks to minimize the risk of individual securities selection by creating broad baskets of securities in each asset class, however there is no guarantee that Ridgeview’s judgments and decisions about allocations to specific asset classes will produce the intended results. In fact, Clients can still lose substantial portions of their assets following a rules-based investment program recommended by Ridgeview. 13  Principal Risks – Separately Managed Accounts (SMAs) Market Risk All investments are subject to fluctuations in market prices due to economic conditions, geopolitical events, interest rates, and other macroeconomic factors outside Ridgeview’s control. These fluctuations may result in significant short-term or sustained losses. Equity and Fixed Income Risk Equity investments carry the risk of price volatility driven by company-specific events and overall market conditions. Fixed income investments are exposed to credit risk (issuer default) and interest rate risk (sensitivity to interest rate changes), which can affect bond prices and yield. ETF and Fund Risks Investments in ETFs and mutual funds expose portfolios to the collective risks of the underlying securities and may include management fees. ETFs may experience liquidity issues or pricing discrepancies with underlying securities. Liquidity Risk Certain investments, including alternative investments and debt securities, may lack liquidity, restricting Ridgeview’s ability to sell assets promptly or at desirable prices, potentially limiting client redemptions and distributions. Leverage and Borrowing Risk Ridgeview does not use leverage directly, but may accommodate Clients who have established leverage separately. Leverage increases both upside and downside exposure. Foreign Investment Risk Investments outside the U.S. present additional risks, including currency fluctuations, political instability, different accounting and regulatory standards, and lower liquidity levels, potentially exacerbating volatility and impairing investment value. Operational and Counterparty Risk Ridgeview’s reliance on brokerage firms, custodians, clearing firms, and third-party sub- advisers involves risks related to insolvency, fraud, operational failures, or non- compliance, which may negatively impact portfolio management and asset protection. Key Personnel Risk Ridgeview’s investment strategies depend significantly on key personnel, particularly Michael Robinson. Although contingency plans are in place, the loss of key personnel could temporarily disrupt portfolio management and operational effectiveness. Principal Risks – Private Fund Investors Private investments may have certain risk characteristics not found in traditional investments such as exchange-traded securities and mutual funds. Private investment 14  performance can be volatile. An investor could lose all or a substantial amount of their investment. There is often no secondary market for an investor’s interest in private investments, and none may develop. There may be restrictions on transferring interests in any private investment. Clients are encouraged to read the offering memorandum issued by a private investment before investing. Private Investment Risk Private funds, including private equity, private credit, and real estate funds, involve substantial risks such as illiquidity, valuation uncertainty, limited transparency, complex structures, potential leverage, dependence on key personnel or management teams, and susceptibility to adverse regulatory or economic developments. Leverage and Borrowing Risk Use of leverage by underlying portfolio companies or strategies involving margin or borrowed funds can amplify gains but also magnify losses, potentially resulting in forced liquidations and increased portfolio volatility. Limited Diversification Investments may be concentrated in fewer companies or sectors, potentially increasing the risk of significant losses if particular investments perform poorly. Clients are encouraged to discuss these risks and any concerns with Ridgeview to better understand the suitability of the investment strategies relative to their financial goals. 15  Item 9 – Disciplinary Information On September 9, 2022, the SEC entered an order instituting administrative and cease and desist proceedings pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940, as amended, making findings and imposing remedial sanctions and a cease-and- desist order against Ridgeview. Ridgeview consented, without admitting or denying the SEC’s findings, to pay a penalty for the late delivery of financial statements to investors in three private funds for 2019, the first year of such funds’ operations. The SEC order is concluded, and there are no continuing sanctions imposed, and no further action is to be taken. 16  Item 10 – Other Financial Industry Activities and Affiliations A. Neither Ridgeview nor any of Ridgeview’s management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B. Neither Ridgeview nor any of its management persons is registered as a futures commission merchant, commodity pool operator, commodity trading advisor or an associated person of any of the foregoing. C. As applicable, any Fund with a separate general partner (or entity serving in a similar capacity) is a related person of Ridgeview and, as applicable, is often entitled to receive incentive-based compensation from such Fund. This relationship creates an incentive for Ridgeview to make investment allocations that are riskier or more speculative than would be the case if a general partner affiliate (or similar affiliated entity) did not receive incentive compensation from its respective Fund for serving as the general partner (or similar capacity) to such Fund. Ridgeview and any affiliate will likely furnish and will continue to furnish investment management and advisory service to others. Ridgeview and any affiliates could make recommendations to and take actions on behalf of others (including but not limited to Funds), which will likely be the same as or different from recommendations made to other Clients. In addition, Ridgeview and its affiliates will likely make recommendations to trade, purchase or sell for Client regarding any investment opportunity which Ridgeview or an affiliate will likely recommend purchase or sell for its own account or for the account of any other Client (or recommend to any other Client); and Ridgeview or its affiliates will likely not give Clients the same advice as potentially given to any other Client. Ridgeview or any affiliate acts as investment adviser or manager to other Clients. Ridgeview or any affiliates will likely from time to time have positions in or transact in investment opportunities recommended to Clients. Such transactions will likely differ from or be inconsistent with the advice given, or the timing or nature of Ridgeview’s advice given with respect to a Client. Ridgeview always acts in the best interest of its Clients and in accordance with a Client’s investment objectives and has a robust compliance program in place to generally deal with conflicts of interest that come up from time to time on an objective basis. D. Not applicable. 17  Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Ridgeview has adopted a written code of ethics that is applicable to all employees, particularly employees with access or knowledge of Clients’ investments ("Access Persons"). Among other things, the Code requires Ridgeview and its employees to act in Clients’ best interests, abide by all applicable regulations, and follow Ridgeview’s personal securities transactions policy. It is the obligation of Ridgeview employees to adhere to the specific provisions of the Code and the general principles that guide the Code. Ridgeview puts the interest of its Clients ahead of its own. Ridgeview’s restrictions on personal securities trading apply to all employees and employees’ family members living in the same household. A copy of Ridgeview’s code of ethics is available upon request. Ridgeview’s Code of Ethics generally includes the following general principles: • Ridgeview owes a fiduciary obligation to all Clients, and therefore, Ridgeview’s Access Persons have a duty to act in a manner that supports this obligation. • Access Persons have the duty at all times to place the interests of all Clients first and foremost. • Access Persons must refrain from taking inappropriate advantage of their positions with Ridgeview. • Access Persons must conduct their securities transactions in personal accounts in a manner that avoids conflicts or the appearance of conflicts of interest or abuses of their position of trust and responsibility. • Access Persons must avoid actions or activities that allow (or appear to allow) them or their immediate families to benefit from their positions with Ridgeview, at the expense of Clients, or that bring into question their independence or judgment. • Access Persons must comply with all applicable Federal Securities Laws. Ridgeview’s employees are required to certify their compliance with the Code of Ethics on an annual basis. Any proposed employee transaction involving transactions such as initial public offerings requires preclearance. Employee preclearance will include a 24 hour hold period before and after approval has been granted to the employee to execute a transaction. It is Ridgeview’s policy that if a conflict arises, the instance will be resolved in favor of the Client to the full extent that is possible given the specific circumstances. Appropriate 18  measures will be taken to document the issue, add new policies and procedures where relevant, and enforce the matter with all employees of Ridgeview. Recommending, or Buying or Selling for Client Accounts, Securities in which Ridgeview or its Related Persons Have Material Financial Interests Ridgeview does not act as a principal in any transaction. Ridgeview has adopted a personal trading policy and procedure to protect against these material conflicts. No employee of Ridgeview is permitted to transact in any security to the detriment of any Client or investor. Investment in the Same Securities or Related Securities that Ridgeview or its Related Persons Recommend to Clients Ridgeview’s employees are generally encouraged to engage with one or more of Ridgeview’s Sub-Advisers permitted to trade alongside Client accounts. Recommending or Buying or Selling for Client Accounts, Securities at or about the Same Time Ridgeview or its Related Persons Buy or Sell the Same Securities for Their Own Accounts Ridgeview and its related persons do not enter into securities transactions with Clients. Employees are encouraged to invest alongside Clients and in Ridgeview’s strategy by following one or more Sub-Advisers. 19  Item 12 – Brokerage Practices Ridgeview may recommend/require that Clients establish brokerage accounts with Schwab Advisor Services, a division of Charles Schwab & Co., Inc., a registered broker-dealer, member SIPC, (the "Custodian") to maintain custody of Clients’ assets and to effect trades for their accounts. The final decision to custody assets with these qualified custodians is at the discretion of the Clients, including those accounts under ERISA or IRA rules and regulations, in which case the Client is acting as either the plan sponsor or IRA account holder. Ridgeview is independently owned and operated and not affiliated with the Custodian. The Custodian provides Ridgeview with access to their trading and custody services, typically unavailable to retail investors. These services are generally available to independent investment advisors on an unsolicited basis, at no charge to them as long as the adviser meets the minimum. Clients’ assets are maintained in accounts at the Custodian. The Custodian’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses, and reports and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. The Custodian may also make available to Ridgeview other products and services that benefit Ridgeview but may not benefit its Clients’ accounts. These benefits may include national, regional or Ridgeview specific educational events organized and/or sponsored by the Custodian. Other potential benefits may include occasional business entertainment of personnel of Ridgeview by the Custodian’s personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. These products and services assist Ridgeview in managing and administering Clients’ accounts. These include software and other technology (and related technological training) that provide access to Client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple Client accounts), provide research, pricing information and other market data, facilitate payment of Ridgeview’s fees from its Clients’ accounts, and assist with back-office training and support functions, recordkeeping and Client reporting. Many of these services generally may be used to service all or some substantial number of the Firm’s accounts. The Custodians also make available to Ridgeview other services to help Ridgeview manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance, and marketing. In addition, Custodians may make available, arrange and/or pay vendors for these types of services rendered to the Firm by independent third parties. The Custodian may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third party providing these services to Ridgeview. While, as a fiduciary, Ridgeview endeavors to act in its Clients’ best interests, Ridgeview’s recommendation/requirement that Clients maintain their assets in accounts at a Custodian may be based in part on the benefit to Ridgeview of 20  the availability of some of the foregoing products and services and other arrangements and not solely on the nature, cost or quality of custody and brokerage services provided by the Custodian, which may create a potential conflict of interest. Soft Dollars As a matter of firm policy and practice, Ridgeview does not have any formal or informal arrangements to obtain any brokerage or research-related services on a soft dollar basis. Brokerage Referrals Ridgeview does not receive compensation from third parties in connection with the recommendation of establishing a brokerage account. Directed Brokerage Ridgeview places trades on behalf of Clients within the established account(s) at the custodians. Ridgeview does not engage in any principal transactions (i.e., trade of any security from or to Ridgeview’s own account) or cross transactions with other Client accounts (i.e., purchase of security into one Client account from another Client’s accounts). A Client may request the use of one or more custodians; however, Ridgeview makes best efforts to group all of its Client accounts with the same qualified custodian. Aggregating and Allocating Trades The primary objective in placing orders for the purchase and sale of securities is to obtain the most favorable net results, taking into account such factors as 1) price, 2) size of an order, 3) difficulty of execution, 4) confidentiality, and 5) the skill required of the broker. Ridgeview makes best efforts to aggregate Client trades where possible; however, given the nature of trading across a large portion of an entire index for Client accounts, there will be instances where aggregating Client trades in individual security will not be possible. In such circumstances, Ridgeview has adopted equitable allocation procedures to ensure that no one Client is consistently advantaged or disadvantaged to the detriment or benefit of another Client. Although equal execution will not be guaranteed when orders are not aggregated for the same security, Ridgeview will endeavor to ensure that all Clients are treated fairly. Clients participating in a bunched order receive the same average price and incur trading costs that are the same as or lower than what would be paid if they were trading individually. Ridgeview will execute its transactions through an unaffiliated broker-dealer. Best Execution Reviews In selecting broker-dealers and determining the reasonableness of commissions and mark- ups charged, Ridgeview will attempt to effect securities transactions for Clients in such a manner that the Clients receive the highest-quality transaction under the circumstances. This is known as "Best Execution." In selecting broker-dealers, Ridgeview need not solicit competitive bids and does not have an obligation to seek the lowest available transaction cost (e.g., commission cost). Ridgeview may consider a number of factors in utilizing brokers-dealers for Client brokerage transactions. Among the factors considered by the Firm are: 21  • • • • • • • • • • • Transaction net costs Security price Clearance and settlement practices Ease of execution Integration with existing systems Interface applications for monitoring Client investments The Firm commitment to regulatory compliance Industry reputation General financial strength and stability Breadth of products and services Research capabilities The foregoing factors are expected to enhance its portfolio management capabilities of Ridgeview. Ridgeview does not attempt to demonstrate that such factors are of a direct benefit to all Clients on all trades. Research and brokerage service received may be used to service some, or in certain circumstances, all Clients, subject to compliance with applicable law. On at least an annual basis, Ridgeview evaluates the pricing and services offered by its broker partners and other trading counterparties with those offered by other reputable firms. Ridgeview does not receive any services or compensation from its broker partners, so the best price and execution drive partner selection. 22  Item 13 – Review of Accounts A. Accounts under Ridgeview’s management are generally monitored daily by the Chief Investment Officer. Ridgeview reviews summary reports identifying accounts outside the expected ranges for returns, exposure to asset classes, and exposure to industry sectors. B. Ridgeview will conduct reviews other than on a periodic basis generally depending on the facts and circumstances at that time. C. Investors in the Funds will typically receive, among other things, a copy of audited financial statements of the relevant Fund within 120 days after the fiscal year end of such Fund; provided, however, that investors in the Funds that operate as a fund of funds will typically receive, among other things, a copy of audited financial statements of the relevant Fund within 180 days (or such later date as permitted by applicable law) after the fiscal year end of such Fund. The accounts are reviewed with each Client on an as-needed basis when Client investment objectives or needs have changed or when other externalities, for example, major economic, political, or environmental events, may have occurred. All advisory Clients are encouraged to discuss their needs, goals, and objectives with Ridgeview and to keep Ridgeview informed of any changes or anticipated changes. SMA Clients receive account statements monthly from the custodian of the assets managed by Ridgeview unless there has been no account activity, in which case Clients receive quarterly statements. 23  Item 14 - Client Referrals and Other Compensation A. Economic Benefits Received Ridgeview does not receive any economic benefit for providing investment advice or other advisory services to Clients. B. Client Referrals Ridgeview does not compensate third-party solicitors or other promoters for referrals of Clients or private fund investors. 24  Item 15 – Custody All SMA Client accounts are custodied at unaffiliated broker/dealers or banks. Ridgeview does not have custody of any SMA securities or funds. Ridgeview, in its capacity as manager to certain Funds, has custody of such Fund’s funds and securities. Investors in such Funds will receive audited financial statements prepared in accordance with US generally accepted accounting principles within 120 days of such Fund’s fiscal year-end (or 180 days if such Fund operates as a fund of funds (or such later date as permitted by applicable law)). The general partners, each affiliate of Ridgeview, each serve as the general partner of its respective Fund and, as such, are each deemed to have custody of each such respective Fund’s funds and securities. Investors in such Funds will receive audited financial statements prepared in accordance with US generally accepted accounting principles within 120 days of such Fund’s fiscal year-end (or 180 if such Fund operates as a fund of funds). 25  Item 16 – Investment Discretion In its Investment Management Agreement with each Client, Ridgeview accepts discretionary authority to manage securities accounts on behalf of its Clients. Prior to assuming discretionary authority, the Client must grant Ridgeview Power of Attorney or designate Ridgeview as a Client Representative. When signing the Investment Management Agreement, the Client specifically accepts and appoints Ridgeview as its representative. Pursuant to the terms of the Investment Management Agreement, Ridgeview has the discretionary authority to make the following determinations without obtaining the consent of the Client before the transactions are effected: • The securities that are to be bought and sold; • The total amount of the securities to be bought or sold; • The brokers through which securities are to be bought or sold; and • The commission rates at which securities transactions for client accounts are affected. Ridgeview’s authority to invest Client assets is subject to conditions imposed by each Client. 26  Item 17 – Voting Client Securities Individual Clients We do not vote proxies on behalf of Individual Clients. Ridgeview does not accept proxy voting authority with respect to securities held in Clients’ separately managed accounts. Consequently, all proxy solicitations will be sent directly to Clients by the custodian for voting. Ridgeview may provide voting recommendations upon Client request but will not under any circumstances take responsibility for casting a Client’s vote. Funds If applicable, Ridgeview will only have the authority to vote proxies on behalf of the Funds. Ridgeview’s authority to vote proxies for the Funds will be established by its investment advisory agreement with each Fund. Ridgeview has adopted the proxy voting policies and procedures set forth in its Compliance Manual. Under such proxy voting policy, Ridgeview will generally vote proxies in accordance with the recommendation of the issuing company’s management on routine and administrative matters unless Ridgeview has a particular reason to vote to the contrary. Non-routine matters will be voted on a case-by- case basis in a manner that serves the Clients’ best interest. Under certain circumstances, we would abstain from voting specific proxies if we believe that doing so is in the best interests of our Clients. Furthermore, under our proxy voting policy, we would likely not vote proxies issued by companies if our Clients no longer have any economic exposure to the issuer of the proxy or if we believe that the subject matter of the proxy has no material impact on our Clients. Our goal is to follow procedures that are designed to identify conflicts or potential conflicts that could arise between our own interests and those of the Funds. If it is determined that any such conflict or potential conflict is not material, we could vote proxies notwithstanding the existence of the conflict. If it is determined, however, that a conflict of interest or potential conflict of interest is material, we will engage a third party to recommend a vote with respect to the proxy. We do not permit Clients to direct how we will vote on specific proxies. Each investor in the Funds can request information on how Ridgeview voted with respect to the securities of such Fund and obtain a copy of Ridgeview’s policies and procedures by contacting us at 203-595-5535. 27  Item 18 – Financial Information Prepayment of Fees Ridgeview does not require prepayment of more than $1,200 in fees per client six months or more in advance. Material Financial Conditions At this time, there are no known or anticipated material events that may impair Ridgeview’s ability to meet contractual commitments to its Clients. Bankruptcy Ridgeview has not been the subject of a bankruptcy petition at any time. 28